Sec Form 4 Filing - MARTIN BRYAN @ CARRIZO OIL & GAS INC - 2005-01-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MARTIN BRYAN 2. Issuer Name and Ticker or Trading Symbol CARRIZO OIL & GAS INC [ CRZO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O JP MORGAN PARTNERS, 1221 AVENUE OF THE AMERICAS 40TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2005 (Street) NEW YORK, NY10020 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/03/2005 S 5,000 D $ 10.52 1,264,009 I See footnote ( 1 ) Common Stock 01/03/2005 S 3,300 D $ 10.51 1,260,709 I See footnote ( 1 ) Common Stock 01/03/2005 S 1,100 D $ 10.52 1,259,609 I See footnote ( 1 ) Common Stock 01/03/2005 S 3,500 D $ 10.53 1,256,109 I See footnote ( 1 ) Common Stock 01/03/2005 S 1,200 D $ 10.54 1,254,909 I See footnote ( 1 ) Common Stock 01/03/2005 S 900 D $ 10.55 1,254,009 I See footnote ( 1 ) Common Stock 01/03/2005 S 4,400 D $ 10.56 1,249,609 I See footnote ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock options (right to purchase) $ 5.36 03/27/2003 03/27/2012 Common Stock 10,000 10,000 D ( 2 ) Stock options (right to purchase) $ 4.78 05/22/2003 05/22/2012 Common Stock 2,500 2,500 D ( 3 ) Stock options (right to purchase) $ 5.75 05/27/2004 05/26/2013 Common Stock 2,500 2,500 D ( 4 ) Stock options (right to purchase) $ 9.215 06/09/2005 06/18/2014 Common Stock 3,500 3,500 D ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MARTIN BRYAN C/O JP MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK, NY10020 X Signatures /s/ Bryan Martin 01/05/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The amounts shown represent the beneficial ownership of the Issuer's securities by J.P. Morgan Partners (23A SBIC), L.P.("JPM 23A SBIC"), a portion of which may be deemed attributable to the reporting person because the reporting person is aPrincipal of J.P. Morgan Partners, LLC, the investment advisor to JPM 23A SBIC and a limited partner of JPMP Master FundManager, L.P. ("MF Manager"), a limited partner of JPM 23A SBIC. The actual pro rata portion of such beneficial ownershipthat may be deemed attributable to the reporting person is not readily determinable because it is subject to severalvariables, including the internal rate of return and vesting within JPM 23A SBIC and within MF Manager. The ReportingPerson disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein. TheReporting Person ceased to be a director of the Issuer on December 6, 2004. ( 2 )These stock options were granted to the reporting person as Director's compensation; the reporting person is obligated totransfer any shares issued under the stock options to JPM 23A SBIC. These options became exercisable in three annualinstallments commencing March 27, 2003. ( 3 )These stock options were granted to the reporting person as Director's compensation; the reporting person is obligated totransfer any shares issued under the stock options to JPM 23A SBIC. These options became exercisable in three annualinstallments commencing May 22, 2003. ( 4 )These stock options were granted to the reporting person as Director's compensation; the reporting person is obligated totransfer any shares issued under the stock options to JPM 23A SBIC. These options became exercisable in three annualinstallments commencing May 27, 2004. ( 5 )These stock options were granted to the reporting person as Director's compensation; the reporting person is obligated totransfer any shares issued under the stock options to JPM 23A SBIC. These options become exercisable in three annualinstallments commencing June 9, 2005.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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